Gossamer Bio (NASDAQ: GOSS) extends early tender deadline in major convertible note exchange
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Gossamer Bio reported that it has extended the early tender date for its ongoing exchange offer and consent solicitation for its 5.00% Convertible Senior Notes due 2027 to 5:00 p.m. New York City time on June 2, 2026. The exchange offer would swap these existing notes for a mix of up to $72.0 million in new 7.50% Convertible Senior Secured First Lien Notes due 2030, up to 317,647,058 shares of common stock or prefunded warrants, and, for holders who tender by the extended early tender date, additional purchase warrants. As of 5:00 p.m. on June 1, 2026, holders had validly tendered $181,052,000 in principal amount of the existing notes, toward a minimum condition that 98% of the notes be tendered. The expected early settlement date is June 4, 2026, with the final expiration scheduled for June 16, 2026 and a currently expected final settlement on June 18, 2026, if all conditions are satisfied or waived.
Positive
- None.
Negative
- None.
Insights
Gossamer is restructuring its 2027 convertible notes into secured 2030 debt and equity-linked securities.
The company is running an exchange offer to replace its 5.00% Convertible Senior Notes due 2027 with a combination of 7.50% secured notes due 2030, common stock or prefunded warrants, and purchase warrants. This shifts part of its capital structure toward longer-dated, higher-coupon secured debt plus equity-linked instruments.
As of June 1, 2026, holders representing $181,052,000 of principal had tendered, and completion requires at least 98% of the outstanding notes. Actual impact on leverage and dilution will depend on final participation levels and the mix between stock and prefunded warrants at settlement dates around June 4 and June 18, 2026.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Existing notes coupon and maturity: 5.00% due 2027
New notes size: $72.0 million
New notes coupon and maturity: 7.50% due 2030
+5 more
8 metrics
Existing notes coupon and maturity
5.00% due 2027
Convertible Senior Notes targeted by exchange offer
New notes size
$72.0 million
Aggregate principal of 7.50% Convertible Senior Secured First Lien Notes due 2030
New notes coupon and maturity
7.50% due 2030
Interest rate and maturity of new secured notes
Equity securities cap
317,647,058 shares
Maximum common stock issuable in the exchange offer
Tendered existing notes
$181,052,000
Principal amount validly tendered as of June 1, 2026
Minimum participation threshold
98%
Required share of aggregate principal amount of existing notes tendered
Extended early tender date
June 2, 2026, 5:00 p.m. NYC time
Deadline for early tender and early exchange premium eligibility
Expiration deadline
June 16, 2026, 5:00 p.m. NYC time
Scheduled expiration of the exchange offer
Key Terms
Exchange Offer, Consent Solicitation, 5.00% Convertible Senior Notes due 2027, 7.50% Convertible Senior Secured First Lien Notes due 2030, +2 more
6 terms
Exchange Offer financial
"its previously announced exchange offer (the “Exchange Offer”) and consent solicitation"
An exchange offer is a proposal where a company asks investors to swap existing securities, like bonds or shares, for new ones, often with different terms or maturity dates. It matters to investors because it can affect the value of their holdings and the company's financial strategy, potentially providing benefits like better interest rates or reduced debt.
Consent Solicitation financial
"exchange offer (the “Exchange Offer”) and consent solicitation (the “Consent Solicitation”)"
A consent solicitation is a formal request sent to shareholders or creditors asking them to sign off on a proposed corporate change—such as altering governance rules, approving a deal, or waiving contract terms—without holding a full meeting. It matters to investors because it can quickly change their rights, voting power or the company’s direction, much like asking neighbors to sign a petition to alter a shared fence rather than discussing it at a community meeting.
5.00% Convertible Senior Notes due 2027 financial
"to exchange any and all of its 5.00% Convertible Senior Notes due 2027"
7.50% Convertible Senior Secured First Lien Notes due 2030 financial
"up to $72.0 million in aggregate principal amount of its new 7.50% Convertible Senior Secured First Lien Notes due 2030"
Prefunded Warrants financial
"prefunded warrants to purchase shares of Common Stock (the “Prefunded Warrants”)"
Prefunded warrants are a security that gives the holder the right to convert the warrant into a share after paying a very small remaining amount because almost the full purchase price was paid upfront. They matter to investors because exercising them increases the company’s outstanding shares (dilution) and can provide immediate cash to the issuer while allowing holders to bypass ownership limits or simplify timing, similar to buying a nearly-complete gift card that only needs a tiny top-up to use.
Transaction Support Agreement financial
"subject to applicable law and, if applicable, the terms of the Transaction Support Agreement"
A transaction support agreement is a contract among the parties involved in a pending deal that spells out who must do what, who bears which risks, and how any problems discovered before or after closing will be handled. Think of it as a moving checklist and shared rulebook that helps the deal finish smoothly. Investors care because its terms affect the likelihood and timing of closing, potential costs or liabilities after the deal, and the value or dilution of their holdings.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 2, 2026
(Exact name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices) (Zip Code)
(858 ) 684-1300
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events
On June 2, 2026, the Company issued a press release announcing the extension of the early tender deadline of its previously announced exchange offer (the “Exchange Offer”) and consent solicitation (“Consent Solicitation”) to 5:00 p.m., New York City time, on June 2, 2026.
A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference as if set forth in full.
* * *
Note Regarding Forward-Looking Statements
The Company cautions you that statements contained in this report regarding matters that are not historical facts are forward-looking statements. These statements are based on the Company’s current beliefs and expectations. Such forward-looking statements include, but are not limited to, statements regarding: the Company’s Exchange Offer and Consent Solicitation relating to its 5.00% Convertible Senior Notes due 2027, including the timing and anticipated benefits thereof; and the Company’s ability to consummate the Exchange Offer. The inclusion of forward-looking statements should not be regarded as a representation by Gossamer that any of its plans will be achieved. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in Gossamer’s business, including, without limitation: the Company may not be able to complete the Exchange Offer on the anticipated timeline or at all, and the Company may not realize the anticipated benefits therefrom; and other risks described in the Company’s prior press releases and the Company’s filings with the Securities and Exchange Commission (SEC), including under the heading “Risk Factors” in the Company’s annual report on Form 10-K and any subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and Gossamer undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |||||||
| 99.1 | Press release of Gossamer Bio, Inc. dated June 2, 2026 | |||||||
| 104 | Cover page interactive data file (embedded with the inline XBRL document) | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| GOSSAMER BIO, INC. | |||||||||||
| Date: June 2, 2026 | By: | /s/ Christian Waage | |||||||||
| Christian Waage | |||||||||||
| Executive Vice President and General Counsel | |||||||||||
Exhibit 99.1
Gossamer Bio, Inc. Announces Extension of Early Tender Date for Exchange Offer and Consent Solicitation with Respect to Existing Convertible Notes
San Diego, California. (June 2, 2026) – Gossamer Bio, Inc. (NASDAQ: GOSS) (the “Company” or “Gossamer”), a biopharmaceutical company focused on the development and commercialization of seralutinib for the treatment of pulmonary arterial hypertension (PAH) and pulmonary hypertension associated with interstitial lung disease (PH-ILD), today announced that it has extended the early tender date (as extended, the “Extended Early Tender Date”) until 5:00 p.m., New York City time, on June 2, 2026 with respect to its previously announced exchange offer (the “Exchange Offer”) and consent solicitation (the “Consent Solicitation”) to exchange any and all of its 5.00% Convertible Senior Notes due 2027 (the “Existing Convertible Notes”) for a pro rata portion of (i) up to $72.0 million in aggregate principal amount of its new 7.50% Convertible Senior Secured First Lien Notes due 2030 (the “New Convertible Notes”), (ii) up to 317,647,058 shares of its common stock (the “Common Stock”) or, in lieu of issuing shares of Common Stock to the extent such shares would cause any Eligible Holder (as defined below) to beneficially own greater than 9.99% of the outstanding Common Stock, prefunded warrants to purchase shares of Common Stock (the “Prefunded Warrants” and, together with the Common Stock, the “Equity Securities”) and (iii) with respect to Eligible Holders who tender prior to the Extended Early Tender Date, warrants to purchase shares of Common Stock (the “Purchase Warrants” and, together with the New Convertible Notes and Equity Securities, the “Offered Securities”). As a result, the Company also announced that the expected early settlement date of the Exchange Offer, if any, is now expected to occur on June 4, 2026, the second business date immediately following the Extended Early Tender Date. The deadline to validly withdraw tenders of the Existing Convertible Notes was not extended by the Company, and expired at 5:00 p.m., New York City time, on June 1, 2026 (the “Withdrawal Deadline”). As a result, and because the Withdrawal Deadline is not being extended, tenders of the Existing Convertible Notes and related consents may no longer be withdrawn, except in limited circumstances where additional withdrawal rights are required by law.
As of 5:00 p.m., New York City time, on June 1, 2026, based on information provided by D.F. King & Co., Inc., which is acting as the exchange agent and information agent for the Exchange Offer (the “Exchange Agent”), $181,052,000 in aggregate principal amount of Existing Convertible Notes was validly tendered in the Exchange Offer and not validly withdrawn (such notes, the “Early Tendered Notes”) and related consents to the Proposed Amendments, as defined in the offering memorandum relating to the Exchange Offer and Consent Solicitation (the “Offering Memorandum”), were validly delivered and not validly withdrawn as of such time. It is a condition to the Exchange Offer that a minimum of 98% of the aggregate principal amount of Existing Convertible Notes be validly tendered (and, if applicable, not validly withdrawn).
Holders of Existing Convertible Notes that validly tender their Existing Convertible Notes prior to the Extended Early Tender Date will be entitled to the Total Consideration, including the Early Exchange Premium, as defined in the Offering Memorandum. The Expiration Deadline for the Exchange Offer remains 5:00 p.m., New York City time, on June 16, 2026 (such time and date, as the same may be extended, the “Expiration Deadline”), unless extended or earlier terminated. If all
conditions to the Exchange Offer have been or are concurrently satisfied or waived at or prior to the Expiration Deadline, unless extended, the Company will accept for exchange any remaining Existing Convertible Notes that were validly tendered in the Exchange Offer following the Extended Early Tender Date and at or prior to the Expiration Deadline (the date of such exchange, the “Final Settlement Date”). The Final Settlement Date, if any, will be promptly after the Expiration Deadline and is currently expected to occur on June 18, 2026, the second business day immediately following the Expiration Deadline. Except as set forth herein, all other terms and conditions of the Exchange Offer and Consent Solicitation remain unchanged as set forth in the Offering Memorandum.
The Exchange Offer and Consent Solicitation may each be amended or further extended at any time prior to the Expiration Deadline and for any reason, and may be terminated or withdrawn if any of the conditions of the Exchange Offer and Consent Solicitation are not satisfied or waived by the Expiration Deadline (as it may be extended), subject to applicable law and, if applicable, the terms of the Transaction Support Agreement. Subject to applicable law and, if applicable, the terms of the Transaction Support Agreement, the Company may extend the Expiration Deadline at any time.
The New Convertible Notes, Purchase Warrants, Prefunded Warrants and shares of Common Stock offered in the Exchange Offer are being offered only to holders of Existing Convertible Notes that are “qualified institutional buyers” as defined in Rule 144A under the Securities Act (“Eligible Holders”).
Cantor Fitzgerald & Co. is acting as exclusive capital markets and financial advisor, sole dealer manager and sole solicitation agent to the Company (the “Dealer Manager”) in connection with the Exchange Offer and Consent Solicitation. D.F. King & Co., Inc. is acting as the exchange agent and the information agent (the “Exchange Agent”) in connection with the Exchange Offer and Consent Solicitation. Questions concerning the Exchange Offer and Consent Solicitation may be directed to the Dealer Manager at 110 East 59th Street, New York, NY 10022, email: elcm@cantor.com or to the Exchange Agent at 28 Liberty Street, 53rd Floor, New York, NY 10005, tel: (866) 620-9554 or (646) 582-7109, e-mail: goss@dfking.com. The eligibility letter is available electronically at: www.dfking.com/goss. Eligible Holders should also consult their broker, dealer, commercial bank, trust company or other institution for assistance concerning the Exchange Offer and Consent Solicitation. Latham & Watkins LLP is acting as legal counsel to the Company in connection with the Exchange Offer and Consent Solicitation. Akin Gump Strauss Hauer & Feld LLP is acting as legal counsel to certain holders of Existing Convertible Notes that are party to the Transaction Support Agreement. DLA Piper LLP (US) is acting as legal counsel to the Dealer Manager for the Exchange Offer and Consent Solicitation.
Only Eligible Holders may receive a copy of the offering memorandum relating to the Exchange Offer and Consent Solicitation and participate in the Exchange Offer and Consent Solicitation. None of the Company, the Dealer Manager, the Exchange Agent, any trustee or collateral agent for the Existing Convertible Notes or New Convertible Notes, or any affiliate of any of them makes any recommendation as to whether any Eligible Holder of Existing Convertible Notes should exchange or refrain from exchanging the principal amount of such Eligible Holder's Existing Convertible Notes in the Exchange Offer or submit consents in the Consent Solicitation. No one has been authorized by any of them to make such a recommendation. Eligible Holders must make their own decision whether to tender Existing Convertible Notes in the Exchange Offer or submit consents in the Consent Solicitation. No Eligible Holder may tender less than all of its Existing Convertible Notes in the Exchange Offer.
The offering, issuance and sale of the Offered Securities has not been, and will not be, registered under the Securities Act of 1933, as amended, or any other securities laws. This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, the New Convertible Notes, shares of Common Stock (or Prefunded Warrants) and Purchase Warrants offered in the Exchange Offer, the shares of Common Stock issuable upon conversion of the New Convertible Notes, Prefunded Warrants or Purchase Warrants, the Existing Convertible Notes or any other securities, nor will there be any sale of such securities or any other securities, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.
About Gossamer Bio
Gossamer Bio is a biopharmaceutical company focused on the development of treatments for pulmonary hypertension. Its goal is to be an industry leader in, and to enhance the lives of patients living with, pulmonary hypertension.
Gossamer Bio Forward Looking Statements
The Company cautions you that statements contained in this press release regarding matters that are not historical facts are forward-looking statements. These statements are based on the Company’s current beliefs and expectations. Such forward-looking statements include, but are not limited to, statements regarding: the Company’s Exchange Offer and Consent Solicitation relating to its Existing Convertible Notes, including the extension of the early tender date and the timing and anticipated benefits thereof; and the Company’s ability to consummate the Exchange Offer. The inclusion of forward-looking statements should not be regarded as a representation by Gossamer that any of its plans will be achieved. Actual results may differ from those set forth in this press release due to the risks and uncertainties inherent in Gossamer’s business, including, without limitation: the Company may not be able to complete the Exchange Offer on the anticipated timeline or at all, and the Company may not realize the anticipated benefits therefrom; and other risks described in the Company’s prior press releases and the Company’s filings with the Securities and Exchange Commission (SEC), including under the heading “Risk Factors” in the Company’s annual report on Form 10-K and any subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and Gossamer undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
For Investors and Media:
Bryan Giraudo, Chief Financial Officer & Chief Operating Officer
Gossamer Bio Investor Relations
ir@gossamerbio.com
FAQ
What did Gossamer Bio (GOSS) announce regarding its exchange offer?
Gossamer Bio extended the early tender date for its exchange offer and consent solicitation for its 5.00% Convertible Senior Notes due 2027 to 5:00 p.m. New York City time on June 2, 2026, keeping all other key terms unchanged.
What securities are offered in Gossamer Bio’s exchange offer for its 2027 convertible notes?
Eligible holders can exchange existing notes for a pro rata mix of up to $72.0 million of new 7.50% Convertible Senior Secured First Lien Notes due 2030, up to 317,647,058 common shares or prefunded warrants, and, for early tenders, additional purchase warrants.
How much of Gossamer Bio’s existing convertible notes have been tendered so far?
As of 5:00 p.m. New York City time on June 1, 2026, holders had validly tendered $181,052,000 in aggregate principal amount of Gossamer Bio’s 5.00% Convertible Senior Notes due 2027, and those tenders were no longer withdrawable except in limited circumstances required by law.
What is the minimum participation condition in Gossamer Bio’s exchange offer?
Completion of the exchange offer is conditioned on at least 98% of the aggregate principal amount of the existing 5.00% Convertible Senior Notes due 2027 being validly tendered and, if applicable, not validly withdrawn, as described in the offering memorandum.
When are the key dates for Gossamer Bio’s exchange offer and settlement?
The extended early tender date is June 2, 2026, the expected early settlement date is June 4, 2026, the expiration deadline is June 16, 2026, and the final settlement date is currently expected on June 18, 2026 if conditions are satisfied or waived.
Who can participate in Gossamer Bio’s exchange offer for its convertible notes?
Participation is limited to holders of the existing convertible notes who are qualified institutional buyers under Rule 144A, referred to as Eligible Holders. Retail investors generally cannot participate directly and must rely on their institutions’ eligibility and decisions.